A recent Delaware Court of Chancery decision is required reading for anyone who wants to understand the latest and most scholarly restatement of the nuances of Delaware law on the implied covenant of good faith and fair dealing that I have read in quite some time. In Facilities Holdings, LLC v. ASM Global Parent, LLC
Francis G.X. Pileggi
Chancery Harmonizes Conflicting Forum Selection Clauses
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision provides noteworthy guidance about how to reconcile conflicting forum selection clauses. In Kelly Roofing Holdings, LLC v. Flores, C.A. No. 2025-1049-BWD (Del. Ch. June 4, 2026), the court provides a wealth of practical analysis in a relatively short opinion that should be required reading for anyone who…
Semi-Annual Review of Key Delaware Corporate and Commercial Decisions
By Francis Pileggi on
Posted in Annual Review of Key Delaware Cases
In addition to the Annual Review of Key Delaware Corporate and Commercial Decisions that I have compiled on these pages for the last 21 years, I periodically select cases for a semi-annual review. We recently presented these selected cases in a webinar with a PowerPoint.
The selection of these cases is necessarily subjective, and I…
National Law Review’s Delaware Corporate and Commercial Litigation Monitor
By Francis Pileggi on
Posted in Commentary
As the Editor-in-Chief of the National Law Review‘s publication called the Delaware Corporate and Commercial Law Monitor, I’m pleased to share the latest edition that has now been published. The newsletter includes articles from authors around the country on the titular topic. My role for this publication is in addition to…
Court of Chancery Provides Guidance on Enforcement and Modification of Scheduling Orders
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent ruling of the Delaware Court of Chancery addressed the standards for enforcing scheduling orders and explained the circumstances in which they might be modified. In Volt Energy Utility, LLC v. Elliott, C.A. 2024-0385-PAF, Order (Del. Ch. Mar. 4, 2026), the court instructed that: “Scheduling orders are not merely guidelines but have…
Investor who Controlled Blockholder Director, Not Subject to Delaware Jurisdiction
By Francis Pileggi on
Posted in Court of Chancery Updates
The Delaware Court of Chancery recently analyzed whether the ultimate non-resident decisionmaker for a blockholder director was subject to personal jurisdiction in Delaware, based on a provision in the Delaware Long-Arm Statute that may trigger jurisdiction, not only for an action taken within Delaware, but for an “omission” that occurred in Delaware. In Zync, Inc. …
National Law Review’s Delaware Corporate and Commercial Litigation Monitor
By Francis Pileggi on
Posted in Commentary
As the Editor-in-Chief of the National Law Review‘s publication called the Delaware Corporate and Commercial Law Monitor, I’m pleased to share the latest edition that has now been published. My role for this publication is in addition to my full-time practice and maintaining this blog–now in its 21st year–as well as…
Chancery Addresses Issue of First Impression Regarding Anti-SLAPP Statute and Contract-Related Claims
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Chancery decision in Tesaro, Inc. v. Anaptyseio, Inc., C.A. No. 2025-1357-KSJM (Del. Ch. April 24, 2026), analyzed claims of repudiation or anticipatory breach of a collaboration agreement between two pharmaceutical companies regarding the development of a cancer drug. The court, in an issue of first impression, analyzed Delaware’s recently amended Anti-SLAPP statute which…
Chancery Bars Claim Based on Latches Regarding Price for Redemption of Units
By Francis Pileggi on
Posted in Court of Chancery Updates
In a mercifully concise decision, the Court of Chancery in Shaw v. MFP Holdings, LLC, C.A. No. 2025-0575-SKR (Del. Ch. April 4, 2026), addressed a claim that a company concealed updated valuation data to depress the valuation price for the redemption of units pursuant to an LLC Agreement. The Honorable Sheldon K. Rennie of the…
Is Shareholder Democracy An Illusion?
By Francis Pileggi on
Posted in Commentary
A short video examines the titular topic in connection with the “leopard paradigm” and the recent proxy proposal by Exxon related to its efforts to change its state of incorporation.